Your Directors are pleased to present the 93^rd Annual Report covering the operational and financial
performance of your Company along with the Audited Financial Statements for the financial year ended
March 31, 2026.

FINANCIAL HIGHLIGHTS & PERFORMANCE

Your Company has prepared the Financial
Statements for the financial year ended March 31,
2026, 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, 2026, your
Company achieved a turnover of Rs. 35,154.84 Million
as compared to the turnover of Rs. 34,880.26 Million
recorded during the previous financial year ended
March 31, 2025, registering an increment of 0.79%.
The Operating Profit for the financial year ended
March 31, 2026 stood at Rs. 2,862.58 Million vs Rs.
3,620.12 Million for the previous financial year.

During the year under review, your Company also
accounted for non-cash forex loss of Rs. 223.74
Million due to sharp currency devaluation.

Exceptional items include Rs. 423.66 Million towards
Voluntary Retirement Scheme (VRS), introduced at
certain manufacturing units, during the financial year
ended March 31, 2026 and Rs. 107.84 Million towards
VRS for the financial year ended March 31, 2025.

Further, under the new Labour Codes, your Company
has assessed the financial implications of the
changes in obligations which has resulted in increase

in gratuity liability and leave liability arising out of
past service cost by Rs. 66.66 Million, disclosed as
an exceptional item.

Your Company posted a Net Profit of Rs. 1,335.59
Million for the financial year ended March 31, 2026,
as against the Net Profit of Rs. 3,284.49 Million for
the financial year ended March 31, 2025. Net Profit
for the financial year ended March 31, 2025 was
higher due to one-time gain (net of related expenses)
of Rs. 1,339.52 Million on account of sale of a closed
manufacturing unit. Further, Net Profit for the
financial year ended March 31, 2026, was lower due
to exceptional items and one-off costs totaling to
Rs. 714.06 Million.

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. 35,154.95 Million during the financial
year ended March 31, 2026 and a consolidated Net
Profit of Rs. 1,342.04 Million for the said financial year.

OPERATIONAL HIGHLIGHTS & PERFORMANCE

Your Company continued to be India's favorite
footwear brand and largest footwear retailer. Your
Company retails through a network of COCO,

Franchise and SIS Stores, its own website & app,
major marketplaces and Quick Commerce platforms.
The year under review marks crossing the milestone
of 700 Franchise stores with total footprint
progressing close to 2,000 Stores nationwide. Your
Company has a robust E-commerce network that
delivers across the country. During the year under
review, your Company added new partner for Quick
Commerce. Distribution channel was scaled up to
1,650 towns.

Your Company witnessed prolonged sluggishness in
discretionary spending that started towards the end
of March 2023, further accentuated due to
inflationary pressures, currency devaluation and
geopolitical uncertainties, leading to flattening of
growth in real wages, however, consumer sentiments
saw steady improvement post introduction of major
structural tax reforms by the Indian Government in
September 2025 (known as GST 2.0), leading to
growth across channels. Amidst these headwinds
and demand trends, your Company through strong
resilience and disciplined execution of the key
strategic levers, managed to protect EBITDA
(excluding exceptional items) margin. With the roll
out of GST 2.0, premium brands like Floatz, Power,
Hush Puppies saw healthy revival in demand, during
the festive, wedding and winter seasons, backed by
growth in E-commerce sales.

These initiatives reflect in the revenue momentum
improvement in the second half versus the first half
of FY 2025-26 backed by accelerated marketing
investments. Your Company achieved a volume-led
topline growth during the last quarter, supported by
sequential improvement in momentum, with
March'26 performance stronger than January'26.

Your Company maintained significant thrust on
elevating store experience, inventory management
and portfolio newness. Your Company continued to
expand “Zero Base Merchandising" (ZBM) to
enhance customer experience by reducing
complexity across categories, improve availability
and reduce retrieval time. On account of these
initiatives, your Company witnessed volume and
turnover growth in ZBM stores.

Network expansion through Franchise stores serves
as a strong pillar to the strategy of retail expansion,
combining the strength of both partners. Due to
strong Brand recall, your Company has been
witnessing increasing interest for opening of

Franchise stores. This allowed your Company to
expand its presence with speed and discipline,
primarily in markets beyond metros where demand
for branded footwear is rising steadily. Combined
with Omni-channel network, multi-brand outlets,
D2C platform and marketplaces, your Company is
tapping into new growth opportunities with a
broader ambition to serve customers across regions,
categories and price points.

During the year under review, your Company
continued to strengthen its positioning through
focused marketing initiatives across key categories,
combining trend-led product storytelling with a
digital-first approach to customer engagement.
Details of marketing campaigns are covered
separately in this Report.

With focus on improving quality and faster product
development, your Company reimagined the
product creation funnel, with clear outcomes in sight,
e.g., sourcing partner consolidation, focusing on
quality and standardization of kits. This would enable
your Company to bring newness and freshness to
its stores in line with the industry.

Your Company has one of the largest Omni-network
in India with 70% stores enabled with hyperlocal
delivery arrangement. The Omni-channel of your
Company recorded a handsome share of the total
sales.

As digital adoption continues to rise, your Company
is witnessing steady growth in E-commerce business.
For the year under review, E-commerce sales grew
by over 7%. Both bata.com and marketplace channels
sales grew by ~40% and ~11% respectively over last
year. In addition, Home Delivery Services have been
extended to all Franchise stores.

Your Company has also launched Bata app that now
contributes significantly to the D2C business.

The Distribution business and B2B business remained
subdued till the first quarter of the year under review
due to supply chain congestion caused by lower
secondary sales that continued from the previous
year. The business showed steady recovery during
the last three quarters of the year under review. 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 Men's open,
school and ladies VAC.

Your Company stepped-up its infrastructure to
enhance productivity and efficiencies across the
value chain. Your Company continues to implement
its strategies of Local to Local (L2L) sourcing, import
substitution, etc., to support Speed-to-Market and
margin improvement across Retail and I&D
businesses.

Through several projects like ZBM and Customer
First - your Company focused on “customer - in”
with efficiency, reliability and sharper execution. Your
Company simplified ways of working, improved
supply-chain effectiveness, strengthened retail
productivity and embraced data-led decisions. Our
inventory resultantly was at multi-year low at the
end of the year under review.

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

With continued marketing investments and thrust
on strategic levers - product, channels and inventory,
backed by digital transformation, your Company is
enthusiastic for the future, against the backdrop of
GST 2.0.

Your Company remains focused on enhancing Return
on Capital Employed (ROCE) through disciplined
capital allocation and improving operational
efficiency. During the year under review, your
Company has successfully implemented VRS in the
manufacturing units, designed to right-size
manpower, reduce long-term fixed overheads and
improve overall productivity.

On the other side of the spectrum, your Company
has persisted with various initiatives (including ZBM
and Customer First) for overall improvement of
inventory, stock turns, growth in revenue per square
foot, freshness, etc.

These combined initiatives are instrumental in
strengthening the balance sheet and driving
sustainable value for the shareholders.

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

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

DIVIDEND

Your Board, at its meeting held on February 9, 2026,
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, your Board
shall endeavour to pay / recommend a dividend
having pay-out of upto 100% of the net sale proceeds
of any immovable property.

Further, your Board, at its meeting held on May 27,
2026, 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, your Board
shall endeavour to pay / recommend a dividend
having pay-out of 40% or above of Profit After Tax
for that year. The Policy also includes a provision
that subject to the general considerations and other
parameters / conditions as mentioned in the Policy,
with aim to improve Return on Capital employed,
your Board may at its discretion pay / recommend a
dividend depending upon the financial performance
or surplus cash.

The above provisions are effective for dividend for
the financial year 2025-26 and onwards.

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.com/on/demandware.static/7Sites-bata-in-Library/
default/vf4f53bbe8c9efc25d22785104dd53e860e4ab8c4/pdf/
Dividend%5FDistribution%5FPolicy%2DBIL%2DR
evised%5FFinal%20%2D%202026%2D27.pdf

In line with the amended Dividend Distribution Policy
of your Company, your Board recommends a
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, 2026. 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 27, 2026 onwards.

Pursuant to the Income-tax Act, 2025, the dividend
paid or distributed by a company shall be taxable in
the hands of the shareholders. 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 Income-
tax Act, 2025.

GENERAL RESERVE

Your Company has not transferred any amount to
the General Reserve during the financial year ended
March 31, 2026.

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, 2026.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

In terms of Section 186 of the Act and the 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 the Financial
Statements for the financial year ended March 31,
2026, which forms part of this Annual Report. Your
Company has not given any guarantee or provided
any security during the year under review.
Accordingly, disclosure as per Rule 8(5)(xii) of the
Companies (Accounts) Rules, 2014, as amended, is
not applicable.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2026, all
transactions with the Related Parties as defined
under the Act read with the 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
Material 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
Financial Statements for the financial year ended
March 31, 2026.

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. 18,70,676/- 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, 2018.

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 31,457
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, 2026 and the
date of this Board's 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 Board of
Directors of WFBL are evaluating business
opportunities in footwear and non-footwear
products.

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, 2026, 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

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, 2026, 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, 2026.

ANNUAL RETURN

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 AUDITORSStatutory 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, 2026,
form part of this Annual Report and there is no
qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Reports.
The disclosures made in the said reports are self¬
explanatory and do not call for any further
comments.

In accordance with the National Financial Reporting
Authority Circular dated January 7, 2026, the Board
has adopted a framework to ensure effective two
way communication between Those Charged with
Governance and PwCA.

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)
and the Listing Regulations, M/s. Chandrasekaran
Associates (“CACS”), (FRN: P1988DE002500),
Company Secretaries, was appointed to conduct the
Secretarial Audit for a term of 5 (five) consecutive
years commencing from April 1, 2025.

The Secretarial Audit Report for the financial year
ended March 31, 2026, 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.

Other Information

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.

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, 2026 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, 2026 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 any regulator
/ court and no litigation was outstanding as on March
31, 2026, 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, no Corporate Insolvency Resolution
application was made or proceeding was initiated,
by / against Bata India Limited under the provisions
of the Insolvency and Bankruptcy Code, 2016 (as
amended) (the “IB Code”). Further, no application /
proceeding by / against Bata India Limited under
the IB Code is pending as on March 31, 2026.

MANUFACTURING AND SOURCING

Your Company has established a robust, system-
driven compliance framework to ensure adherence
to applicable standards and ethical practices across
its operations and value chain. This framework
includes a comprehensive pre-review and approval

process for on-boarding new manufacturing
partners, whether through in-sourcing arrangements
or associate manufacturing for own factories. The
process involves detailed documentation review and
completion of a comprehensive compliance audit
prior to final approval.

In line with our commitment to Social and
Environmental Responsibility (SER), your Company
conducted audits of its value-chain sourcing partners
during the year under review. Factory operations
were audited by independent third-party auditors,
while vendor facilities underwent audits conducted
by the internal audit teams to assess compliance level
and adherence to established standards.

Your Company has also maintained recognized
certifications for its own manufacturing facilities,
including ISO 9001:2015 for Quality Management
Systems, ISO 14001:2015 for Environmental
Management Systems and ISO 45001:2018 for
Occupational Health and Safety Management
Systems, reflecting its strong commitment to
operational excellence, environmental stewardship
and employee safety.

Your Company holds various Bureau of Indian
Standards (BIS) licences, covering a wide range of
footwear products, such as General Purpose Shoes,
Sandals and Slippers, Sports Shoes, Hawai Chappals,
Safety Boots, Canvas Shoes with Rubber Sole, etc.

Your Company has sharpened its supplier base
through strategic consolidation, enabling stronger,
more effective long-term partnerships and improved
control over suppliers and processes. This
rationalisation generated meaningful benefits
through reduced overheads. Enhanced collaboration
with key suppliers strengthened domestic capability
and capacity while improving operational
governance. These initiatives improved Speed-to-
Market and supported margins.

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.

RESEARCH AND DEVELOPMENT ACTIVITIES AND
ENERGY CONSERVATION

Research and Development activities during the year
under review were focused on fostering a pollution-
free, safe and sustainable work environment. Key
emphasis was placed on technological
advancements in product and material development,
along with the introduction of new footwear moulds
and process improvements to enhance product
quality, manufacturing efficiency and overall
productivity.

An expenditure of Rs. 59.80 Million was incurred on
Research and Development (including product
development initiatives) during the year under
review, as against Rs. 65.54 Million during the
financial year 2024-25.

Key developments and further information on R & D
activities during the year and conservation of energy
are annexed to this Report and marked as Annexure

- III.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

Details of composition of CSR Committee and other
relevant details have been provided in the Corporate
Governance Report.

A sum of Rs. 6,88,52,083.88 was spent on various
CSR initiatives (covered hereinafter in this Board's
Report) for the financial year ended March 31, 2026.
The unspent amount of Rs. 36,79,421 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 Board's Report.

The salient features of the CSR Policy of your
Company are appended as Annexure - V to this
Board's 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/-7

Sites-bata-in-Library/default/

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 social
commitment to the communities in and around
which it operates. During the financial year 2025¬
26, 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.

Promoting EducationBata Children’s Program

Through the Bata Children’s Program (BCP), your
Company continued to focus on creating safe,
inclusive and enabling school environments,
positively impacting over 9,200 children. The
programme runs on a holistic approach to child
development, going beyond basic education to
address mental well-being, gender sensitisation,
digital literacy, sports-based learning and STEM
education, supporting balanced cognitive, emotional
and physical growth.

Through W.A.S.H. initiatives, your Company
improved access to clean sanitation and safe drinking
water, supported by rainwater harvesting and water-
management models. Targeted interventions under
the Inclusive Education Programme further ensured
support for children with visual impairments and
special needs through education and retention
assistance, reinforcing your Company's commitment
to making schools safe, dignified and inclusive
spaces.

Environment Sustainability Projects

Environmental sustainability initiatives during the
year under review, comprised of urban landscaping
and plantation activities, with the maintenance of
three green cover patches across identified
landscaping sites and plantation undertaken through
seed-pellet methods over designated stretches.

Girl Child Support

Your Company continued its initiatives focused on
girl child empowerment, with an emphasis on skill
development, employability and long-term
economic independence. During the year under
review, your Company implemented the Bata Wings
Scholarship Programme - Phase 1 and launched
Phase 2, providing support through vocational
training and employment-linked opportunities. These
initiatives were complemented by menstrual health
management programmes for school-going girls,
aimed at promoting awareness, hygiene and overall
well-being.

Bata Heroes - Employee Volunteering

Employee volunteering continued to play a
significant role, with over 7000 hours dedicated to
community service. These volunteering efforts
complemented the CSR initiatives across education
and community development, health and well-being
and environmental sustainability, W.A.S.H.
workshops, online volunteering for the visually
impaired and environmental initiatives such as tree
plantation and seed-pellet making. It is a core
objective to make employee volunteering a self¬
driven culture of your Company.

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.
736.38 Million to GFS for the financial year ended
March 31, 2026, which is around 2.10% of the turnover
of your Company.

BOARD OF DIRECTORS, BOARD MEETINGS AND
KEY MANAGERIAL PERSONNELComposition

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 4 (four)
Meetings of the Board of Directors of your Company
were held, i.e., on May 28, 2025, August 11, 2025,
October 27, 2025 and February 9, 2026. Details of
Board composition and Board Meetings held during
the financial year 2025-26 have been provided in
the Corporate Governance Report which forms part
of this Annual Report.

Ms. Radha Rajappa (DIN: 08530439) who was
appointed as a Non-Executive Independent Director,
for a term of 5 (five) consecutive years with effect
from June 9, 2021 upto June 8, 2026, was re¬
appointed for a second term of 3 (three) consecutive
years with effect from June 9, 2026, through Postal
Ballot Process, results of which were declared on
May 23, 2026.

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 Board's Report.

Director seeking appointment / re-appointment

Mr. Gerd Graehsler (DIN: 10337180), 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.

Further details along with necessary disclosure(s)
in respect of Mr. Gerd Graehsler are being given in
the Notice convening the 93^rd 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. Amit Aggarwal (DIN: 10825970), Director
Finance and Chief Financial Officer.

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

There were no changes in the KMPs during the year
under review.

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 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 were 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. 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-
in-Library/default/v4630e105168980f045e3
5a4a408a4a6d759e76c0/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 2025-26 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, 2026 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 the 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.staticA/Sites-bata-
in-Library/default/v3661a96a986106c65932f28
cfae4ab126b41b608/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.

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) (POSH) and the 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, 2026, in
terms of the said Act and the Rules framed
thereunder has been provided in the Corporate
Governance Report which forms part of this Annual
Report.

Your Company has been conducting POSH
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.

Your Company believes that risk resilience is a key
to achieve 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.

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 the 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.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORTIndustry Structure and Developments

The global footwear market, valued over USD 484
billion, is projected to grow at a CAGR of ~7% by
2032, on account of rising demand for sports and
athleisure footwear, with growing 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 customer.

The global footwear market is segmented into men,
women and kids. Increasing fashion consciousness
among male customers and rising participation in
sports activity, triggers men's footwear sales. The
women segment holds the second largest market
share, driven by the increase in women workforce
across countries.

India continues to be the world's second-largest
producer and consumer of footwear. The leather
industry of India is also a significant contributor to
the global supply chains. India's footwear market is
driven by various factors like income level,
purchasing power, aspiration for branded products,
gender ratio, organised retail, digital adoption,
penetration of mobile phones, etc. Increasing
disposable incomes are aiding customers to prefer
better quality and branded footwear, while rapid
development and changing lifestyles are pushing the
demand for fashionable and diverse footwear.
Increasing awareness of health & fitness is also
boosting athletic and sports footwear sales in India.

Driven by strong consumer demand and largely
untapped middle-class population, the Retail
Industry in India is estimated to cross USD 1,600
billion by 2030. Branded goods across categories
such as apparel, cosmetics, footwear, watches and
jewellery are increasingly becoming part of everyday
lifestyle. Technology innovations, global partnerships
and strategic investments are further reshaping the
retail landscape.

The sector's growth is further reinforced by
expanding retail infrastructure. According to an
estimate, India's seven largest cities are expected to
add over 16 million sq. ft. of new shopping mall space
by the end of 2026.

However, the Indian retail sector continues to resolve
supply chain limitations, outdated technology, real
estate challenges and sluggish discretionary
spending.

India's e-commerce is projected to reach ~USD 550
billion by 2035, supported by changing consumer
mindset, rising internet penetration and growing
trust in digital transactions. While the connectivity

space is improving, the regulatory e-commerce
policies will eventually shape the growth strategies
for the sector, with significant boost in footwear
sales.

Opportunities and Threats

India's footwear sector is undergoing a transition in
the customer perception. From a pure utility product,
footwear is now an expression of identity. Once a
very large informal sector, the Indian footwear
market has seen substantial organisation in recent
years. The sector is shifting towards branded players
and increasing digital penetration. However, the
average per capita footwear consumption in India is
still well below 2 pairs per annum as against the
global average of ~3 pairs per annum.

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) Aspiration for branded products.

c) Increase in non-occasion wear purchases.

d) Continuous increase in working population ratio.

e) Increase in digital payments and online
shopping.

However, macroeconomic factors like inflation,
unemployment rate, distribution of income, social
constraints, etc., may regulate discretionary
spending. High real estate costs and supply chain
limitations are other key constraints for footwear
retailers.

Your Company continues to be the largest footwear
retailer in India with an extensive store network,
nationwide delivery and distribution network. Your
Company is working aggressively on increasing its
presence in Tier 3 - 5 cities through opening of
Franchise stores and distribution network. Your
Company continues to strengthen its distribution
network, through MBOs and KROs.

Your Company continues to offer a diverse portfolio
of quality products straddled across various price
points and categories.

Your Company continues to work on multiple
initiatives - Zero Base Merchandising, Driving Value
Proposition, Accelerating Expansion via Franchise
& Distribution, Marketing Investments, Exploding
Digital Footprint, Agile & Efficient Supply Chain,

Inventory Management and Staying nimble on
structured costs.

Apart from the above, premiumisation of product
portfolio and expansion in the market share of
premium category, portfolio freshness, scaling up
digital channels and productivity enhancement will
continue to be the priorities for your Company along
with investments in brands and stores.

Your Company will act as a regional hub for design
and development, conceptualising and curating
collections, working closely with Bata Global design
team, focusing on the needs of India and similar retail
markets.

Key Focus Areas

Bata India's mission is to make global trends and
premium fashion accessible to all customers through
its extensive retail network and digital channels. It is
redefining the intersection of fashion and comfort
through its brands and offerings for entire family.

Marketing and Campaigns

Your Company continues to strengthen its
positioning through focused marketing initiatives
across key categories, combining trend-led product
storytelling with a digital-first approach to customer
engagement. During the year under review, your
Company built meaningful aspiration around the
growing sneakerisation trend, with Hush Puppies
Office Sneakers and the Power Energy and Easy Slide
series at the centre of this effort. The Floatz Monsoon
Campaign further energised the portfolio, tapping
into the season's energy to drive relevance and
visibility for the brand among younger audiences.
Collaborations with leading digital creators
deepened the connect with younger customers at
scale. Strengthened media investments across print,
connected TV and digital platforms, underpinned by
contextual campaigns, hyperlocal targeting and
proximity-led activations, drove strong results across
both store footfalls and online conversions.

Building on this momentum, during the year under
review, your Company shifted its strategic focus on
reviving and repositioning one of its most enduring
icons — Victoria ballerinas. The campaign celebrated
the timeless versatility of ballerinas and reaffirmed
their place as an everyday essential for the modern,
style-conscious woman. The campaign was brought
to life through an on-ground event, influencer-led

engagement, social media, etc., ensuring strong
visibility and brand salience across platforms.

Your Company's marketing initiatives, during the year
under review, were recognised across leading
industry platforms, including Quora Innovation
Awards for Most Impactful Campaign; Impact Digital
Influencer Awards for Best Celebrity Led Campaign
and Most Creative Influencer Marketing Campaign;
and Afaq's! Digies for Best Brand Awareness
Campaign and Best Influencer-Brand Collaboration.
These recognitions reflect your Company's
continued focus on impactful, insight-led marketing
and creative excellence.

Affordability

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.

Collections and Campaigns

During the period under review, your Company
introduced a refined Hush Puppies portfolio
spanning contemporary casual sneakers, elevated
loafers and an expanded women's range, developed
using premium materials and high-quality leathers
to align with evolving customer preferences.

Building on its legacy of global collaborations, the
brand launched the limited-edition “Hush Puppies
Smiley” collection, bringing together two iconic
brands. The collection drew on retro-inspired
aesthetics, reimagined for contemporary customers
and created positive buzz.

Your Company continues to advance its portfolio
casualisation strategy, which delivered strong results
during the year under review. The Sneaker category
was led by Power.

Your Company drove strong customer awareness for
its high performing Power Easy Slide collection,
designed to meet the growing demand for
convenience, accessibility and innovation. The
collection features an intelligent hands-free design.

In addition, the Move range demonstrated strong
performance during the year under review. This
range offers stylish sneakers incorporating

technology-led features such as enhanced insole
comfort, lightweight EVA phylon soles and TPR
outsoles that provide superior grip and traction.

Floatz surpassed Rs. 1500 Million in sales during the
year under review. With lightweight, washable
designs and dual-density comfort, the brand saw
extreme popularity with customers.

Digital Multi-Channel Business

Your Company has laid down clear strategy to scale
online channels into a larger growth engine, targeting
significant jump in digital contribution.

During the year under review, 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 new partner for
Quick Commerce channel and expects it as a growth
opportunity in coming years.

In addition, online order fulfilment from stores was
significantly expanded to reach almost 700 stores
participating in this initiative leading to large product
assortment offering to customers on bata.com and
marketplaces. Digital channel contributed over 5.4
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 has also launched Bata app that now
contributes double digit to the D2C business.

Non-Retail Business

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, Men's closed and Safety footwear
where we have competitive advantages. Your
Company also continues to 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. Your Company has
strategically consolidated its network of distributors

to drive business and to focus on larger distributors
cohort.

Bata is available through MBOs in 1550 towns and
750 enterprises provide Bata shoes to their
Employee/Customers through our B2B Division. Your
Company has also doubled its reach in KROs during
the year under review.

Inventory Management

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.

Customer Experience

During the year under review, your Company
achieved a major milestone in its digital
transformation journey by successfully integrating
Al-enabled technology across key customer
touchpoints, including WhatsApp, Website Live
Chat and an AI Voice Bot. These enhancements have
fundamentally reshaped the service delivery,
empowering customers with a seamless, 24/7 self¬
service ecosystem.

These initiatives resulted in a significant reduction
in overall complaints and escalations through faster,
first-contact resolutions. Your Company plans to
further upgrade its Customer Service CRM with
advanced AI capabilities.

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, 2026 are covered previously
in this Board's Report.

Outlook

The Indian footwear industry is an essential part of
the economy. Over the years, the Indian footwear
market has evolved with changes in fashion,
technology and consumer preferences, making it one
of the largest footwear markets globally. Additionally,
India's population is expected to reach ~1.5 billion

by 2030, further boosting demand for footwear.
Additionally, changing preferences among
millennials and Gen Z, such as focus on casual,
comfortable and fashionable footwear, have opened
up new opportunities in the industry. However, the
population owning multiple pairs of shoes still
remains low.

Customer aspirations are evolving and people in
smaller towns are gradually expecting the same
experiences as in the metros.

India's retail sector is at a crucial juncture as brick-
and-mortar stores and e-commerce channel
(including quick commerce) are competing for
market share. Further, the consumption landscape
in India is experiencing a prolonged slowdown in
discretionary spending. Inflation trends, income
stability and employment conditions will continue
to shape discretionary spending.

The implementation of GST 2.0 has stimulated a
consumption boom, however, the same has
moderated over time. Despite this, India's retail
sector has entered 2026 on a firmer footing than it
did a year ago. Retail sales growth indicate renewed
consumer confidence, particularly in discretionary
consumption. However, this growth is shaped by
value awareness, selective spending and intensifying
competition.

With an aim to reach a USD 50 billion leather and
footwear turnover by 2030, the Government of India
has launched the Indian Footwear and Leather
Development Programme. The effective
implementation of this programme is likely to
provide stimulus to the sector.

Accordingly, your Company is expanding its physical
footprint, majorly through Franchise route in Tier 3
- 5 cities and its digital footprint through its own
mobile application, website and marketplaces in
footwear and accessories category.

Your Company continues to focus on driving growth
with expansion and investment in marketing efforts
while remaining cost competitive with focus on
productivity across all operations including its
manufacturing facilities, agile inventory management
and upgradation of technology to embrace future
wins.

Your Company is steadily strengthening its position
as a Global sourcing and export hub for the Bata
Group, supported by a competitive manufacturing
ecosystem, improving infrastructure and favourable
government initiatives. These structural advantages
are expected to bring higher export volumes and
reinforce the role of your Company in the Global
Supply chain in future.

Risks & Concerns and Contingent Liabilities

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

Your Company acknowledges that continuous
evolution of the product portfolio mix is required to
maintain relevance of Bata Brand amongst Millennials
and 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. 190.07 Million as on March 31, 2026 as
compared to Rs. 237.93 Million as on March 31, 2025.
Attention is drawn to the explanations mentioned in
Note No. 29 of the Notes to Financial Statements
for the financial year ended March 31, 2026. 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
this 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, 2026 was Rs. 10.39 as compared to the EPS (Basic
and Diluted) for the previous financial year ended
March 31, 2025 was Rs. 25.55. Your Company
recorded an EBITDA margin of 20.09% during the
financial year under review as compared to 21.02%
during the financial year 2024-25.

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. 553.65 Million as
compared to Rs. 3,375.66 Million in the previous year.

Further discussion on financial performance has been
covered previously in this Board's Report.

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 have been considered as debts.

The significant change in Debtors to Sales (in days)
is due to the change in timing of revenue recognition
for specific category of sales. Also, the significant
changes in the Net Profit Margin (%) and Return on
Net worth (%) are due to difference in exceptional
items during the year under review and the previous
year.

Other than the above, there have been no significant
changes over previous year. For further explanation,
please refer to Note no. 42 of the Notes to
Standalone Financial Statements for the year ended
March 31, 2026.

Figures of previous periods have been regrouped /
reclassified wherever necessary to conform to the
current period classification.

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

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

Your Company continues to strengthen its people
capabilities as a core enabler of business success,
with a strong focus on building a future-ready,
inclusive and high-performing organisation. During
the year under review, several strategic initiatives
were undertaken to enhance employee experience,
leadership development, diversity and digital
transformation across the employee lifecycle.

Some key initiatives taken during the year under
review are summarised below:

Industrial Relations

Your Company maintained harmonious and peaceful
industrial relations across all manufacturing units,
establishing a stable foundation for manufacturing
excellence. Active employee participation in the
collective bargaining process fostered a collaborative
work environment, enabling management and
workmen to align on shared objectives and improved
operational efficiency, enhanced workforce morale
and sustained productivity across plants.

Long-Term Agreement (LTA): Successfully
concluded the sign-off negotiations for a LTA with
the workers' union at the Bataganj manufacturing
unit in Bihar.

Voluntary Retirement Scheme (VRS): VRS was
successfully implemented at the Batashatak
manufacturing unit in Tamil Nadu and at the
Batanagar manufacturing unit in West Bengal. These
initiatives supported effective manpower
rationalisation and helped build a culture of optimal
workforce utilisation, which in turn contributed to
cost control and operational efficiency.

Employee Development and Leadership Building

Your Company continued to invest in building
leadership capability and strengthening internal
talent pipelines.

During the year, LeadHERship, a structured six-
month mentorship programme designed to
accelerate the growth of women leaders, was
launched. The programme combines leadership
assessments, senior leadership mentoring and goal-

driven development journeys to enable participants
to unlock their full potential.

Diversity, Equity, Inclusion & Belonging (DEI&B)

Your Company made significant progress in
advancing its DEI&B agenda through focused
interventions and scalable programmes.

Project Bharti, a flagship initiative, continued to
strengthen gender diversity across the retail
workforce by focusing on hiring, developing and
retaining women store leaders.

Your Company's commitment to DEI was recognised
externally, including recognition as a DE&I Champion
at the Ekam Summit.

Digital Transformation in Talent Acquisition and
Employee Experience

Your Company continued its digital transformation
journey by enhancing hiring and employee
experience platforms.

The launch of BigStep, a digital recruitment platform,
has significantly improved the hiring experience for
both-candidates and hiring managers by enabling
faster, more efficient and data-driven recruitment
processes.

Further, your Company introduced “Bata Bravo -
Celebrating Excellence,” a revamped, digital-first
Rewards & Recognition platform. This initiative
enables real-time recognition, fosters a culture of
appreciation and aligns employee contributions with
organisational goals.

Employee Wellness & Engagement

Wellness-led engagements, awareness sessions and
learning interventions were conducted for the well¬
being of the employees, reinforcing a culture where
employees feel supported, valued and empowered.

Through focused investments in leadership
development, diversity, digital transformation and
employee engagement, your Company continues to
provide a workplace where talent thrives and
contributes meaningfully to sustained business
success.

As on March 31, 2026, there were 3602 permanent
employees / workers on the rolls of your Company.BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT(BRSR)

In compliance with Regulation 34(2)(f) of the Listing
Regulations, your Company is pleased to publish its
4^th Business Responsibility and Sustainability Report
(BRSR) for the financial year 2025-26, 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 along with
the Report on Reasonable Assurance undertaken on
BRSR Core 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.com/in/investor-relations.html

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 93^rd AGM of
the Company. Any member interested in obtaining
a copy thereof may write in this regard to the
Company Secretary of the Company.

OTHER DISCLOSURES

Your Company is in compliance with the applicable
provisions of the Maternity Benefit Act, 1961. A
summary of the employees / workers covered in
terms of the said Act has been provided in the BRSR
which forms part of this Annual Report.

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.

CAUTIONARY STATEMENT

There are certain statements which have been made
in the Management Discussion and Analysis Report
and the BRSR 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,
Economic Developments and other factors such as
litigation and labour negotiations.

ACKNOWLEDGEMENT AND APPRECIATION

Your Board extends its heartfelt gratitude to the
valued customers for their unfaltering loyalty and
remains steadfast in its mission to enhance their daily
lives by delivering superior products.

Your Board acknowledges the collaboration with all
business partners, suppliers, vendors, associates and
dealers as well as the vital support received from
the hance their daily
lives by delivering superior products.

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

Your Board is deeply appreciative of the unwavering
confidence and faith demonstrated by the investors
and shareholders. Furthermore, your Board remains
indebted to Bata Shoe Organization (BSO) for the
strategic guidance throughout the year.

Your Board also recognises the trust of the
communities where your Company operates. The
ownership and responsiveness exhibited by all our
stakeholders truly embody the enduring spirit of this
great organisation.

Your Board wishes to celebrate the dedication and
collective resilience of employees, workmen and
staff, including the Management team, led by the
Executive Directors, for their collaborative efforts.
Your Board places on record its profound
appreciation for the Independent and Non-Executive
Directors who have been instrumental in steering
your Company toward its long-term business goals.

For and on behalf of the Board of Directors

Gunjan Dineshkumar Shah Amit Aggarwal

Place : Gurugra