TO THE SHAREHOLDERS

(Including Management Discussion & Analysis)

It gives us immense pleasure to inform you that 2022 has been a momentous year for Exide Industries Limited ("Exide" or "Company"). The journey began 75 years ago, in 1947, when your Company was formally incorporated. It is undoubtedly a moment of pride for all of us who have been part of this inspiring journey. Pride, most certainly, in the many achievements of your Company. It is indeed a matter of great satisfaction that together we have built a national asset that will continue to grow and accumulate value for all our endeavours.

Your Board of Directors would like to convey its deepest gratitude to all valued stakeholders for your faith and support throughout this inspiring journey. Your continued encouragement has helped us give shape to our shared aspiration of creating one of India's most admired and valuable corporations.

We are pleased to present the 75th Annual Report of your Company together with the Audited Financial Statements for the year ended March 31, 2022.

Despite headwinds, global economy grows

During the year under review, the global economy made significant progress in its recovery from the effect of the COVID-19 pandemic as we learnt to tackle the disruptions. Progressively more countries or regions opened up following large-scale vaccination drives. According to the International Monetary Fund's World Economic Outlook, the global economy is projected to have grown at 6.1% in the calendar year (CY) 2021, albeit on a lower base of CY 2020 when the pandemic and the lockdowns caused a 4.9% contraction. However, on the downside, more coronavirus variants resulted in new waves of infection that forced many countries to slow the reopening of their economies and bring back partial lockdowns to protect susceptible populations. This remained a major headwind that slowed the sustained global economic recovery.

During the year under review, there were significant supply-side bottlenecks across sectors. Labour market challenges and an increase in energy and commodity prices were major concerns. This triggered inflationary pressures in almost all major economies of the world leading to a sharp rise in the cost of production. Supply disruptions alone shaved 0.5%-1% off the global GDP in CY 2021 while adding 1% to core inflation. The rising inflation also led to a debate on the need for central banks to move away from the accommodative monetary policy stance they had taken to help economic activities recover from the pandemic's disruption. Central banks were forced to play a balancing act of maintaining growth rates while reversing the monetary stimulus to tackle strong inflationary pressures. This change in stance of central banks around the world added volatility to financial markets as they calibrated their actions to a new monetary policy direction.

Geopolitical tensions also rose during the year when Russia invaded Ukraine in late February 2022. The war made it even more difficult for economic recovery to stay on course. While the war itself is limited to Ukraine, its economic impact is being felt worldwide as the West's economic sanctions on Russia have led to further increase in the price of energy and commodities.

Globally, various agencies predict the world economy will grow by 3.5% to 4.0% in CY2022. Growth projections have been recently lowered because of the geopolitical challenges, the spike in energy prices and a faster-than-anticipated pace of US interest rate increase. However, demand-supply imbalances are expected to decline in CY2022, although energy and food prices are expected to rise moderately during the year. In general, experts are anticipating that the supply side will improve, demand will gradually rebalance from goods to services, and extraordinary policy support shall be withdrawn. Economic reforms in developing countries would drive productivity leading to better economic growth.

Indian economy gains momentum

The government's efforts to revive economic growth were dampened by the 2nd wave of coronavirus infections, which hit India at the start of the financial year 2021-22. But, as the situation improved from June 2021 and state governments eased restrictions, economic activity regained some momentum in various parts of the country.

According to the Reserve Bank of India, after the GDP contraction of around 6.6% in the financial year 2020-21, the Indian economy is expected to have grown by 8.7% in 2021-22. The growth is expected to be driven by a rebound in consumer spending and improved manufacturing activity. This recovery shall be broad-based with contributions from segments such as mining, construction, and real estate, which were significantly impacted in the previous year.

Inflation has been a concern for the Indian economy as well, as global commodity and energy prices soared. Raw material costs, freight costs and other production costs have seen unprecedented increases, which has dented profitability across industries. India's inflation has been continuously increasing since October 2021 and surged in March 2022, going way above the worst forecasts. Consumer price inflation, as measured by the consumer price index (CPI), increased to 6.95% in March 2022. The RBI, like most central banks around the world, has the challenging task of balancing growth while tackling inflationary pressures. Though the RBI did not raise policy rates at its bi-monthly monetary policy meeting in April 2022, it has indicated that it will move towards normalisation by withdrawing its accommodative stance, to keep inflation within the target range. At the same time, the central bank has said that it would ensure sufficient liquidity in the system.

The Indian government is continually pushing for economic growth either by increasing public capital expenditure or by incentives to the private sector for its investments in new projects. Production-linked incentive schemes for various sectors are a positive step to encourage private sector investments. Even in the 2022-23 Union Budget, the government has increased the allocation for capital expenditure by a massive 35% to Rs 7.5 lakh crore. The budget has laid special emphasis on infrastructure development, including water, housing, railways, roads, ports, and the logistics supply chain.

Various agencies expect the Indian economy to grow by 7-8% during the financial year 2022-23, with risks being largely balanced. Growth is expected to be supported by widespread vaccination against COVID-19, gains from supply-side reforms, easing of regulations, robust export growth, and the availability of fiscal space to ramp up capital spending. Private sector investment is expected to pick up, with the financial system in a good position to provide support for the revival of the economy. Moreover, India's focus on the ‘Make in India' initiatives, government incentives, and increased service exports because of global digitalization demand, are expected to contribute to the growth of the country.

Industry Structure & Development

After a COVID affected 2020-21, just as the automotive industry was hoping to recover, the second wave of COVID-19 struck in the first quarter of 2021-22. This turned out to be more widespread and virulent than the first, affecting almost all businesses. As the second wave started to ebb, sales of OEMs or original equipment manufacturers picked up in the first half of the year under review but then flagged because of multiple factors.

In the passenger vehicles industry, most of the auto manufacturing companies faced chip shortages. The sports and premium segments of the two-wheeler industry faced the same problem. The commercial vehicle segment showed some demand recovery but rising fuel prices and the relatively cautious stance of financiers remained constraining issues. It was only in the medium and heavy commercial vehicles (M&HCV) segment that volume recovery mirrored improving economic activity and led to fleet operator profitability. The two-wheeler segment went through a difficult phase with demand pickup being tepid as consumer sentiments were hammered by multiple COVID-19 waves. In other segments, manufacturers were forced to pass on part of the rise in raw material cost by raising vehicle prices. Spiralling fuel prices further curtailed demand. As a result, in most segments, OEMs and auto part manufacturers are still trying to reach optimum capacity utilisation.

Overall, domestic sales of passenger vehicles recorded a growth of 13.2% during the year under review, compared with a 2.2% degrowth in the previous year. The commercial vehicles segment saw a growth of 26% this year against degrowth of 20.8% last year. Domestic sales of three-wheelers have also grown, by 18.9% compared with a 66.1% degrowth the previous year. Two-wheeler sales, however, declined by about 10.9% compounding the degrowth of 13.2% last year.

Policy initiatives and the Budget focused on promoting sales of electric vehicles (EVs) and reducing the emission levels of vehicles running on fossil fuels to increase clean mobility. The formulation of a battery-swapping policy and interoperability standards will help promote clean energy. The expansion of the National Highways network by 25,000 km during 2022-23, as promised in the budget, is expected to spur demand for commercial vehicles.

Company Performance

Two COVID-19 waves affected your Company during the year 2021-22, although less intensely than the first one that began in March 2020 and caused governments to enforce long stretches of lockdown. Towards the latter part of the financial year, high inflation and geopolitical tensions dampened consumer sentiments. Despite these challenges, your Company put up a resilient performance, driven by strategic decisions taken across key functions, seamless execution, and the commitment of the workforce. The customer loyalty that Exide has built over the last 75 years helped us ride through this tough time.

Automotive Batteries

While sales to OEMs faced headwinds, your Company managed to maintain its high share across almost all leading vehicle manufacturers. Several new models have been launched in the market exclusively with Exide batteries, such as Maruti Suzuki's new Baleno, Hyundai's Alcazar, and MG Motor's Astor. Your Company's performance in the face of lockdowns and resultant challenges showed that the employees and partners have completely acclimatised to the ‘new normal'. Your Company stood by its dealers by setting up a Covid Helpline and extending the COVID-19 Hospitalisation Insurance Policy to about 10,000 dealers. These initiatives helped reinforce Exide's relationship with dealers and got overwhelming appreciation.

Several products and variants were launched during the year with different objectives, such as meeting evolving customer needs, on-boarding first-time users, countering competition or strengthening our presence in the automotive division. Streamlining the inverter battery portfolio and renewing our marketing strategies have started to bear results. The digitalisation of the sales function proved to be a game-changer in terms of tracking performance, inventory and effectiveness of marketing strategies. Our continued presence on online and social media platforms, along with the sponsorship of a leading IPL team, helped to bolster the brand image. The tactical use of television for promoting Inverter batteries helped reinforce Exide's leadership status across all operating verticals.

Exports

Automotive battery exports continued to grow and gained momentum during the year. We successfully managed to steer through the unprecedented logistic challenges faced and cater to the requirements of our global channel partners. Despite lockdowns in many countries, we have reported higher exports to West Asia, Africa, America, and other regions. There was, however, some degrowth in Southeast Asia, where the pandemic had slowed down business significantly.

Your Company made significant inroads into all countries of the Gulf Cooperation Council to become a leading supplier of batteries to the region. Our United Arab Emirates office continued to play a key role in staying connected with the distributors even when travel from India was restricted.

Our growth in the North American markets of the USA and Canada continues, with penetration into automotive aftermarket giants.

To strengthen its presence in international markets your Company has focused on several key areas. These include: increase in manpower in export destinations, expanding the distributor base, exploring private labelling and contract manufacturing opportunities, introducing new products and technologies, and investing in brand-building with an eye on the future.

After-Sales Service

As a continuation of our ‘customer first' approach, Exide has launched several initiatives during the year to be more responsive to customer demands and enhance customer delight. Exide Batmobile Doorstep Service is now available for all the Inverter and Home UPS (HUPS) battery customers. This service offers a free pick up and drop facility for end customers and facilitates the purchase of new batteries. Under this unique service initiative, a customer has to simply send a message to a dedicated WhatsApp number (700440 00000) and the service team provides on-site help, usually within two hours. In line with our service goals, we have also reached out with a superior service model for upcountry customers to reduce turnaround time across the country.

Outlook

According to the Reserve Bank of India's (RBI) Monetary Policy Committee (MPC), the GDP growth rate for FY 2022-23 is estimated at 7.2 percent. Factors such as high input costs, consumer inflation, sharply rising commodity prices, and disruptions in global business operations are the anticipated negatives. Geopolitical risks and future waves of COVID19 infections would also have a significant bearing on GDP growth. Supply chain constraints are not fully resolved and keep plaguing auto companies. The Russia-Ukraine conflict, which expanded significantly in February 2022, could further dent the prospects of recovery as supply chains face more disruptions.

However, all the indicators of demand, such as pending bookings and enquiries, are positive. India's automobile exports are at an all-time high, with shipments during 2021-22 crossing five million units for the first time, driven by demand for Made-in-India two-wheelers in Africa, Latin America and Southeast Asia.

Going forward, a substantial increase in exports of agricultural products such as wheat, sugar and cotton will help improve the financial position of the farmers which will create a better cash flow in rural markets, and so boost demand.

The automobile sector is cautiously optimistic about FY 2022-23 and expects the improvement in the economic index to push up sales. With the stabilisation of the semiconductor supply chain and moderation in fuel prices, domestic sales could reach pre-COVID levels.

Opportunities and Threats

After three of the toughest years in recent history, the Indian automobile industry is set for much-needed growth in 2022-23. Experts predict that automobile unit sales will grow by 5-9% year-on-year in 2022-23.

Improvements in consumer sentiments, continued preference for personal mobility, an uptick in economic activity and increased infrastructure spending will be the key drivers in supporting growth. On the other hand, increased cost of ownership, slower revival in rural demand and the semiconductor shortage could be dampeners on the demand and supply side.

As the majority of the eligible age groups have already been vaccinated and the third wave of COVID-19 turned out to be relatively mild and short-lived, people are moving out of their homes more frequently for work and visiting markets and malls. This augurs well for our industry. As more and more people opt for public transport as well as personal vehicles, the OEM and replacement demand get a boost, which will be beneficial for the industry as well as your Company.

Your Company, equipped with three brands operating in distinct price and value segments, is well-positioned to tap into the market opportunity. While the flagship Exide brand continues to strengthen its leadership position, SF and Dynex are witnessing rapid growth. All three brands continue to command unparalleled loyalty amongst their respective target segments.

While there is a possibility of a resurgence of COVID-19, we are well equipped to tackle the challenges if they reappear. We draw confidence from the resilience shown by our team in the markets, plants and offices during the second wave of the pandemic. Learning from the experience of the first wave, we successfully minimised the impact of the second wave, which had a far more severe impact on lives and businesses.

E-mobility

While your Company continues to maintain its leading position in the lead-acid battery (LAB) market for the past 75 years, and firmly believes in its prospects for the foreseeable future, it has simultaneously taken significant steps to strengthen its position in the emerging Li-Ion battery market.

With electric vehicles (EVs) penetrating India fast, your Company is gearing up to capitalise on the growing opportunities in this segment.

Your Company is marking its presence in the EV segment through two subsidiaries: Exide Leclanche Energy Private Ltd (Brand name: Nexcharge), which is a joint venture in collaboration with Switzerland's Leclanch? S.A., and the newly formed wholly-owned subsidiary, Exide Energy Solutions Ltd (EESL).

Nexcharge manufactures lithium-ion battery packs, modules, and racks, along with Battery Management System (BMS) and other control software at its facility in Gujarat. This factory is the largest such manufacturing unit in India and has fully-automated assembly lines for the manufacture of Li-Ion battery packs and modules (pouch/ prismatic/ cylindrical), with its cell testing labs. Its R&D facility in Bengaluru is also operational. Nexcharge is engaged with several marquee clients in the EV, telecom, and power sector.

Recently, your Board of Directors approved a plan to set up a multi-gigawatt hour Li-Ion cell manufacturing facility through EESL. It has also taken firm steps to realise the potential of this emerging business and to gain early-mover advantage in this space. Your Company has entered into a multi-year technical collaboration agreement with SVOLT Energy Technology Co. Ltd (SVOLT), a global technology company that makes and develops lithium-ion batteries and battery systems for EVs as well as for energy storage. As part of the agreement, SVOLT will grant Exide an irrevocable right and licence to use, exploit and commercialise necessary technology and knowhow owned by them for Li-Ion cell manufacturing in India. SVOLT will also provide the support required for setting up a new manufacturing plant on a turnkey basis.

Risk Mitigation

To mitigate various risks significant to its business, your Company took several strategic initiatives during the year, such as:

Vaccination drive against COVID-19 for all its employees at plants and offices

Ensure adherence to COVID behaviour across all premises Follow a leaner inventory model Focus on manufacturing cost reduction

Deepen digitalisation of the business processes for better tracking and control of the entire supply chain

New after-sales service models to reach every corner of the country and reduce turnaround time

Expand export base to mitigate geopolitical and commercial risks, if any, affecting opportunities in any location

Put strategies in place to capture the battery replacement market and markets vacated by unorganised sectors.

Restructure the marketing network and activate a series of new regional offices

Put in place a monitoring and control mechanism to ensure the availability of critical resources like manpower, material and power

Implement Industry 4.0 for productivity, quality and reliability

Implement S/4 HANA and extended warehouse management (EWM)

Form a special task force to develop alternative sources for critical supplies

These initiatives have helped minimise the impact of uncertainties and helped the Company achieve its planned business objectives during the year.

Industrial Batteries

The year under review began with marked uncertainty but ended with significant optimism and an upside. With the resurgence of the pandemic, there were lockdowns in the first two months of the year across the country, slowing down sales of industrial batteries. However, with new COVID-19 cases falling sharply and more people getting vaccinated, the economy reopened at a faster pace compared with last year, resulting in a cascading effect on the broader market with demand emerging from all quarters. This directly translated into market opportunities that the industrial end-market verticals were quick to recognise and grab.

The Industrial Uninterrupted Power Supply (IUPS) business, which is the largest business vertical of the Industrial Division, grew by around 30% over last year, on the back of the trade segment reflecting the buoyant macro-economic environment. The OEM business growth was lower due to a lack of government/ private project orders but was boosted by rising demand from various sectors of the economy such as healthcare, education, and construction as the economy reopened. The IUPS business vertical continues to be the growth engine of the Industrial division, with continuous product and process innovation, backed by a strong sales and service network across India.

The renewable energy industry remained remarkably resilient during the year under review. Rapid technology improvements and decreasing costs of renewable energy resources, along with the increased competitiveness of battery storage, have made renewables one of the most competitive energy sources in many areas. The industry faced significant headwinds throughout the year, beginning with increase in basic customs duty and import restrictions to global supply chain, and high component prices. The delay in signing power-sale agreements (PSA) and lack of clarity regarding applicable duties led to a slowdown in tender and auction activities.

The Indian telecom sector, reeling with financial stress in FY21, turned over a new leaf after it consolidated in FY22. The interim cash flow relief provided by the Government of India to the financially stressed operators was a much-needed breather. The sector also implemented tariff increases to improve ARPU or average revenue per user. Your Company's telecom vertical nearly doubled its revenues, due to increased market share.

In the Infra Power and Projects vertical, your Company remains the undisputed market leader with unparalleled dominance. Your Company has bagged several large and prized orders during the year, and the order pipeline remains strong. Product differentiation and service support remain key factors in maintaining dominance in this vertical.

In the Traction vertical, your Company was able to consolidate its high market share and notch up a significant growth due to increased demand. Your Company expects to roll out its Opportunity Rapid Charge (ORC) traction batteries that can be charged faster and intermittently, enabling double shift operation with a single battery, for specific application areas such as airports, where the recharging of batteries is a challenge. Another technological innovation to improve quality is the development of Polyethylene (PE) coated steel for the trays and casing of traction batteries, replacing the existing Epoxy coated steel. This offers superior corrosion resistance and enables our batteries to keep powering through even in the toughest of conditions. Once validations are complete, this development will enable us to compete against global players in the market, substituting imports.

Your Company reported double-digit growth in the railway market vertical, following a rebound in demand as new tenders and projects started coming up in the year.

Outlook

The year-on-year (YoY) growth reported by your Company's UPS business is testimony to its success in identifying and utilising emerging opportunities as the market gradually reopened during the year. Your Company expects its Industrial UPS business to grow in double-digits during the current financial year, riding on the back of higher Government and private spending on infrastructure projects over the last few years. We also plan to launch the NXT+ range of products, which offers several industry-first features that represent the pioneering strides your Company is making in this UPS business vertical.

Despite a challenging business environment, Exide's Solar market vertical maintained decent sales momentum by combining new products with an expanded trade network. We are prioritising the emerging business segments within the solar market, taking advantage of our geographical reach and category leadership. The Solar vertical has expanded its product portfolio by launching Exide Aditya? a brand of Maximum Power Point Tracking (MPPT) Inverters which will be a part of an integrated renewable energy solution for channel partners and consumers. This will ensure brand presence and gain market share in the Grid Tie segment to increase segmental revenue and customer reach.

The outlook for your Company's Infra Power and Projects in FY22-23 is promising. Your Company has been awarded the contract for providing batteries for the Gorakhpur Nuclear

Power Plant's first phase. The ‘Make in India' government policy has provided additional tailwinds for us in this market vertical.

In the Traction Vertical, your Company has done consistently well since the 2nd wave of the pandemic and continues to foresee strong demand in the next year as well. The key demand driver will be the increase in the number of logistics hubs. Demand is also going up as major industries resume two/ three-shift operations.

If the experience of FY22 is anything to go by, the export market will continue to grow, driven by the warehousing boom across several geographies. We expect to deepen the ties with our export customers and steadily grow with them.

Opportunities & Threats

The continuous increase in input costs along with uncertainty in the timely availability of imported components may pose some threats in the coming financial year but, overall, we expect a surge in demand for our IUPS range from emerging technological infrastructure. The healthcare, educational, and real estate sectors will keep your Company's sales buoyant.

The Solar Rooftop market is showing signs of recovery and is already back to pre-COVID levels. The Ministry of Power's notification, allowing net metering for prosumers with a load up to 500KW, boosted rooftop installations. The Ministry gave directions for simplifying the Rooftop Solar Programme so that people can install it easily. However, the market's growth is being throttled by a rise in component costs and the availability of materials.

For Infra Power and Projects, the market has fully opened since the 4th quarter of FY22. On the one hand, many new project orders are expected to be executed in FY23. On the other hand, the purchase enquiry pipeline is very promising. Several projects are planned across various infra segments such as power generation, transmission and distribution, railway freight corridor, urban metro railway systems and oil pipelines. The execution of new urban metro projects is gaining momentum but it will take a few more months for the associated battery demand to pick up. We are renegotiating all old Metro railway orders where we see a threat of competition.

Telecom companies have said that if 5G auctions are conducted (as targeted) in the third quarter of FY23, they plan to roll out some services in a few cities by the end of this financial year. Tower Companies are looking for a disruptive technology with lighter cells and lower capacity. Li-Ion cells will have an edge in this regard because of their lighter weight and faster rechargeability. However, this will be implemented first as a pilot run with Li-Ion cells and most tower infrastructure companies are expected to continue with our VRLA Batteries, at least for the next two to three years.

The demand for Material Handling Equipment is slated to grow further in India and the conversion to electric power from diesel power will gather momentum. Replacement of lead-acid batteries with lithium-ion and cheap lead-acid batteries offered by small competitors remain as threats in this market.

Your Company expects a huge opportunity in the 2V standby business in Middle East Asia, Africa, and the South-East Asian market. The market for 12V business will continue to expand in West Asia, Middle East Asia, and the South-East Asian market.

The unprecedented increase in ocean freight has hurt margins. The Ukraine war and the uncertainty of its outcome can have further impact. Some Asian countries have ordered fresh lockdowns following a rise in COVID-19 cases, while Europe is beset by resurgence in COVID-19 cases and geopolitical tensions.

Risks and Concern

A recurring outbreak of COVID-19 caused by new SARS-CoV2 variants/ sub-variants could pose challenges in the coming year. The IUPS segment may be impacted by reduced economic activity due to partial lockdowns/ weaker sentiments and by delays in the execution of projects planned by the government and private sectors.

The Russia-Ukraine conflict has pushed up energy and raw material prices, and could have a cascading effect across commodities.

Supply chain disruptions have affected the solar industry and the high price of solar modules and solar cells continues to be an area of concern for solar installations. Projects may get delayed if developers start deferring module purchases in anticipation of softening prices.

The government's renewed focus on renewable and clean power may offset the focus on conventional thermal power.

In telecom, following a leading player's success with Li-ion, other telecom companies have begun pilot drives with Li-ion cells. With 5G opening up, the requirement may tilt more toward Li-ion once the average price of Li-ion cells drops below a certain threshold, posing a threat to the batteries supplied by us.

Indian Railways is replacing the old air-conditioned coaches of its mail and express trains with LHB rakes, which need fewer batteries for lighting, fans and air-conditioning. As a result, the market for lead-acid batteries is shrinking. The Indian Railways is conducting a trial run with Li-ion cells for train lighting and EMU applications, and we have engaged our subsidiary company Exide Leclanche Energy Solutions Pvt. Ltd to develop products suitable for those applications.

Submarine Batteries

During the year under review, your Company secured an order for one set of mini-submarine batteries for export, which was executed and delivered on time in the second quarter despite the challenges posed by COVID-19.

We have also secured an order in the third quarter from the Indian Navy to manufacture one set of submarine batteries along with a full set of accessories and spares for a nuclear submarine. The battery set was manufactured and delivered on time in the fourth quarter, after the successful completion of all acceptance tests overseen by the Directorate-General of Quality Assurance, Ministry of Defence.

Production capacity utilisation and sales of submarine batteries in the FY 22 were subdued compared to the past due to lack of adequate demand. Two export orders were unduly delayed by a COVID-19 pandemic in those areas. Your Company is making efforts to expedite these export orders for submarine batteries. We have also submitted our readiness to utilise the spare capacity to manufacture and supply submarine batteries to the Indian Navy.

For the current Financial Year, 2022- 23, your Company is set to export one set of Type-I submarine batteries along with all accessories and spares. We are also working to bag two separate orders for the export of submarine batteries.

Technology Upgrades

From the technology point of view, the year under review was a very remarkable one. Every single development work during the period is in some way contributing to protecting our environment. Whether it is in the vehicular segment or the industrial standby application, the emphasis has been on delivering environment-friendly products.

Your Company's R&D engineers, together with the help of their Brazilian collaborators, Moura Batteries, have successfully launched the first M3 level compliant ‘EFB' battery for fitment in the most stringent emission-controlled vehicles of Volkswagen and Skoda, After a gruelling certification process spread over months in the Baumustergenehmigung (BMG) workshops in Germany, the samples made by our engineers proved to be on par with the global best. Encouraged by the quality, the users are already developing further models for other global vehicles manufactured by them.

Your Company's association with East Penn Manufacturing (EPM), the US battery powerhouse, reached a new high during the year. For the first time, EPM started sourcing significant quantities of car batteries from your Company for sale in the United States. This remains a fine testament to the collaboration between the R&D and plant engineers of your Company.

Your Company's SF division, working closely with its technology partner, Furukawa Battery Company, has introduced a series of emission-friendly ‘Intermediate Start Stop (ISS)' batteries both in the OEM and trade market. You will be proud to know that the country's largest vehicle manufacturer sources these advanced ISS batteries exclusively from your Company.

The SF division is in the final phase of launching the path-breaking ‘Ultra' battery for automobiles. The SF prototypes, which use technology patented by Furukawa and are manufactured in the Taloja plant, are going through intense field validation before their launch in the market. The energy-efficient ‘Ultra' range will help in charging the batteries efficiently and thus give batteries a new role in keeping the environment green.

The two-wheeler battery technology has been one of the key focus areas for R&D engineers of your Company. They now propose to deploy the learning accumulated in two-wheeler batteries over the years for making the bigger four-wheeler batteries. These would include continuous plate-making and modern fast-process technologies, leading to significantly more power-efficient and affordable end-products with longer life. The development work is at a very advanced stage and products are expected to roll out before the end of the current calendar year.

In industrial applications, your Company has gone significantly ahead in the global markets. While its traction application products have always enjoyed an enviable reputation even among the most discerning west European truck manufacturers, the standby application products have also started receiving a lot of attention in recent years. Two new product ranges developed by the R&D engineers, COPzS and COPzV, both suited for renewable energy storage, have received excellent response from the western market.

Following the digital explosion across the country, particularly since the COVID-19 pandemic, the IT industry has become increasingly more demanding in terms of reliability and robustness of the solutions they want. Keeping in line with changing expectations, your R&D team has brought out two game-changing backup power solutions in the form of the EHP and NXT+ ranges in UP batteries. While the EHP range delivers an extra 15% power from the same footprint with improved energy density, the NXT+ symbolises robustness and safety as it comes with added fire-protected design features and an extended three years of guaranteed life.

Going beyond the large number of product solutions that are part of every year's agenda, your Company's R&D has also been especially engaged in developing green manufacturing solutions this year. In close consultation and joint development with in-house smelting units, the R&D engineers have been able to develop a superior grade of recycled lead, almost on par with primary lead. The R&D team is now focused on using recycled materials for all packaging. Manufacturing processes are being revisited for energy optimisation, while emitting zero or minimal effluents.

Information Technology & Digital Initiatives

The COVID-19 pandemic has pushed enterprises to rethink and recalibrate how they operate. It has forced them to structurally reimagine their growth, development, and sustainability strategies across market segments, and shift from traditional approaches to embrace new, more transformational methods. Today, information technologies have a vital role across segments in redesigning business strategies to alleviate any adverse impact on revenues, and for secure and sustainable business plans.

Due to the exceptional length of the pandemic, and the physical distancing guidelines it enforced, there is a never-before-imagined dependency on technology. The learnings of the last two years will significantly impact how technology shapes up in the current and coming years. Frontier technologies such as artificial intelligence (AI), machine learning (ML), augmented reality (AR), robotics process automation (RPA), and Industrial internet-of-things (IIoT) are set to be a part of every industry now.

At Exide, nurturing a digital culture has become a core focus area of the Management. To make your Company more cost-efficient, nimble-footed, cloud-based, and green, we have been able to evolve a digital mindset across the Company. Our digitalisation journey began in a focused manner in 2019-20 when we created a dedicated Digital Centre of Excellence, with a team of domain experts. We involved various stakeholder groups such as partners, dealers, employees and customers in our digitalisation journey, ensuring their active participation to meet the desired objectives.

The digitalisation journey of your Company has so far penetrated several key functions such as sales and service network, supply chain, projects and human resources. This initiative is helping us immensely to harness the power of analytics and automation.

Besides enhancing digitalisation in this way, your Company has taken some key initiatives in the information technology space. The key initiatives are:

Automation with New Technology: We have initiated the journey towards smart factories by implementing Industry 4.0 at our Hosur plant, which includes technologies that improve automation, machine-to-machine communication, manufacturing oversight, and decision making. The production lines are expected to suffer less downtime because of enhanced machine monitoring and automated/semi-automated decision-making of 350+ shop floor activities with 200+ parameters and 10+ KPI real-time monitoring.

We have deployed Augmented Reality (AR) with Smart Glass technology in all our factories and have started successfully conducting remote maintenance, organising events, conducting remote visits, etc. AR is a new-age collaborative and immersive technology transforming customers' collaboration and interactive experiences. Smart glasses, the eyewear technology that layers information onto a user's field of view, help our people perform complex tasks and bring us multiple advantages.

Data Governance: Your Company has implemented a master data governance (MDG) tool to streamline our management processes in S4 Hana and other cloud solutions like C4C. Along with this, MDG further brings benefits like getting a single trusted view of your data, automated approval workflows for master data creation, enforcing compliance with corporate data standards, creating an audit trail for master data changes, and improving data quality.

Cyber Security: Besides focusing on technical controls and bringing operational efficiencies, we have developed a holistic programme that protects the Company's critical assets, wards off insider threats and creates an active defence by continuously analysing our networks. Your Company has achieved the ISO 27001:2013 certification in Information Security Management System, which not only certifies the good security practices prevailing in the Company but also demonstrates our proven marketing edge towards the elimination of weaker areas and its risk mitigation plan.

Driving a sustainable business

Your Company is committed to the Environmental, Social & Governance (ESG) goals of creating sustainable long-term value for all its stakeholders. With sustainability at the core of the Company's strategy, it has built-in processes and initiated measures that make it strive to be a force for good, ensuring responsible business conduct and the overall wellbeing of its employees and its communities.

In sync with Exide's sustainability vision, your Company endeavours to demonstrably contribute in a socially, ethically and environmentally responsible way to the development of a society where the needs of all are met. The Company is supported by a sustainability framework based on focus areas across the ESG facets and all sustainability interventions broadly fall under these focus areas. Exide consistently endeavours to achieve targets set under each of these focus areas and remains cognizant of the needs of the dynamic world and is aligned to making it a better place for the wider community.

This year marks the first year of the Company's transition toward sustainability reporting. The Sustainability report includes the Company's performance in line with the Global Reporting Initiative (GRI) framework for the period April 1, 2021 to March 31, 2022 and is published separately. It is available on your Company's website and can be accessed by using the link - https://www.exideindustries.com/investors/ annual-reports.aspx

Highlights of Performance

Your Company recorded net sales of Rs 12,382 crore in 2021-22, against Rs 10,041 crore in the previous year. The profitability of your Company was adversely impacted due to unprecedented input costs inflation, as a result of which the raw material prices remained high throughout the year. The prevailing high logistics cost and supply chain disruption also affected the profitability of the Company. As a result, Profit before depreciation, finance cost & tax expenses (EBIDTA) grew marginally to Rs 1,396 crore from Rs 1,356 crore and Profit Before Exceptional Items and Tax grew from Rs 1,018 crore to Rs 1,025 crore, with a growth of 0.7%.

Standalone Financial Results

Transfer to Reserves

The Board of Directors has decided to retain the entire profit in the retained earnings. Accordingly, the Company has not transferred any amount to the reserves for the year ended March 31, 2022.

Consolidated Financial Statements

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) and in line with the Indian Accounting Standard (Ind-AS) 110, the Consolidated Financial Statements (CFS) of the Company, its subsidiaries and Associates form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. These statements have been prepared based on the Audited Financial Statements received from the subsidiary companies and associates as approved by their respective Boards.

The separate audited financial statements in respect of each subsidiary company and associate are also available on the website of the Company at: https://www.exideindustries.com/ investors/annual-reports.aspx

Dividend

During the year under review, your Company has paid an interim dividend at the rate of 200% or Rs 2.00 per equity share of Rs 1/- each to shareholders whose names appeared in the Register of Members on February 08, 2022. The interim dividend was paid to shareholders on February 16, 2022. Your Board did not recommend a final dividend and therefore the above dividend distribution resulted in a cash outgo of Rs 170 crore.

The Board of Directors of your Company has approved and adopted the dividend distribution policy of the Company and the dividend declared/recommended during the year is in line with the said policy. The policy is available on the Company's website at: https://www.exideindustries.com/investors/ governance-policies.aspx

Share Capital

The paid-up equity share capital as on March 31, 2022 was Rs 85 crore divided into 85,00,00,000 equity shares of the face value of Rs 1 each.

During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity to the employees or Directors of the Company. The Company does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees.

Change in the nature of the business, if any

During the year, there was no change in the nature of the business of the Company. Further, there was no significant change in the nature of business carried on by its subsidiaries.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 (Act), and the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof) for the time being in force.

Particulars of Loans, Guarantees or Investments

The Company has not granted any loans or provided any guarantee or security pursuant to Section 186 of the Act. The details of investments made by the Company during the year under review have been disclosed in the financial statements under Notes 4 and 10.

Material Changes and Commitments

There have been no material changes after the close of the Company's financial year to which the financial statements relate and before the date of this report.

Key financial ratios

Under the SEBI (Listing Obligations & Disclosure Requirements) (Amendment) Regulations, 2018, the Company has to give details of significant changes (i.e. change of 25% or more as compared with the immediately previous financial year) in key sector-specific financial ratios, including debtors turnover, inventory turnover, interest coverage ratio, current ratio, debt-equity ratio, operating profit margin (%) and net profit margin (%) and details of any change in Return on Net Worth as compared with the immediately previous financial year along with a detailed explanation thereof.

Return on Net Worth for the financial year 2021-22 was 53.5% including profit from Exceptional Item on account of sale of Exide Life Insurance Company Limited shares of Rs 3,919 crore (after tax). Return on Net Worth from operations for the same financial year was 11.3% against 11.5% in the previous year.

Net profit margin (%) for the financial year 2021-22 was 38% including profit from exceptional item on account of sale of Exide Life Insurance Company Ltd shares. PBT from operation for the financial year 2021-22 was marginally higher than the previous year, despite significant growth in top-line, mainly due to higher material cost consequent to all round cost inflation.

To note, all the above ratios have been disclosed in the notes to financial statements, as required by amendment notification dated March 24, 2021, in Division II of Schedule III to the Companies Act, 2013 and Companies (Audit & Auditor) Amendment Rules 2021.

Your Directors draw your attention to note no. 47 of the financial statements that set out key financial ratios.

Statutory Auditors and their Report

B S R & Co. LLP, Chartered Accountants (Firm's Registration No: 101248W/W–100022),were appointed as Statutory Auditor of the Company at the Annual General Meeting (AGM) held on July 27, 2017, for an initial term of five consecutive years till the conclusion of the 75th Annual General Meeting of the Company.

Consequently, B S R & Co. LLP, Chartered Accountants, complete their first term of five consecutive years as the Statutory Auditor of the Company at the end of the 75th AGM of the Company. In line with Section 139(2) of the Act, the Company can appoint an auditor firm for a second term of five consecutive years.

B S R & Co. LLP, have consented to their re-appointment and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3) (g) of the Act. They have further confirmed that they are not disqualified to be reappointed as the Statutory Auditor in terms of the provisions of the Act, and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.

The audit committee and the board of directors recommend to the Members the re-appointment of B S R & Co. LLP, Chartered Accountants, as Statutory Auditor of the Company from the conclusion of the 75th AGM till the conclusion of the 80th AGM.

Cost Auditors

Under Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014,(as amended), the cost records maintained by the Company in respect of the products manufactured by the Company are required to be audited. Your Directors, on the recommendation of the Audit

Committee, have appointed Mani & Co., Cost Accountants (Firm Registration no. 000004), to audit the cost records of the Company for the financial year 2022-23 at a remuneration of Rs 10,00,000/- plus out-of-pocket expenses and taxes as applicable.

A resolution regarding the ratification of the remuneration payable to Mani & Co., Cost Accountants, forms part of the Notice convening the 75th Annual General Meeting of the Company.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed A.K. Labh & Co., Practicing Company Secretaries (FCS: 4848/CP No:3238), to audit secretarial and other related records of the Company for the financial year 2021-22. The Secretarial Audit Report is given as Annexure-I.

Secretarial Audit of Material Unlisted Subsidiary Company

M R & Associates, Practicing Company Secretaries, had undertaken a Secretarial audit of the Company's material subsidiary, Chloride Metals Limited, for the financial year 2021-22. The Audit report confirms that the material subsidiary has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances, as required under Regulation 24A of the SEBI Listing Regulations. The report of the Secretarial Audit is given as Annexure IA.

Annual Secretarial Compliance Report

During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2021-22, in line with SEBI circular no. CIR/CFD/CMD/l/27/2019 dated February 8, 2019, for all applicable compliances, in line with the SEBI Listing Regulations and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report will be submitted to stock exchanges within 60 days from the end of the financial year 2021-22.

Auditors' Qualifications, Reservations or Adverse Remarks or Disclaimers made

There are no qualifications, reservations or adverse remarks by the statutory auditor in their report, or by the Practicing Company Secretary in the secretarial audit report. The emphasis of matter and the key audit matters paragraphs are self-explanatory and require no clarification.

During the year, there were no instances of fraud reported by auditors under Section 143(12) of the Act.

Business Responsibility/Sustainability Report

The Company is committed to pursuing its business objectives ethically, transparently and with accountability to all its stakeholders. It believes in demonstrating responsible behaviour while adding value to society and the community, as well as ensuring environmental well-being from a long-term perspective.

In July 2011, the Ministry of Corporate Affairs came up with the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business'. These guidelines contain certain principles that are to be adopted by companies as part of their business practices and require disclosures regarding the steps taken to implement these principles through a structured reporting format, viz., the Business Responsibility Report. The Business Responsibility Report (BRR) of the Company is being presented to the stakeholders as required by Regulation 34(2)(f) of SEBI Listing Regulations describing the Environmental, Social and Governance initiatives taken by the Company. Subsequently, SEBI vide SEBI (Listing Obligations & Disclosure Requirement) (Second Amendment) Regulations, 2015 dated May 05, 2021 has made Business Responsibility and Sustainability Reporting (BRSR) applicable for top 1000 listed entities (by market capitalization) for reporting on a voluntary basis from FY 2021-22 and mandatory from FY 2022-23.

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, the Company has voluntarily prepared the Business Responsibility & Sustainability Report for the year 2021-22, which is given in Annexure-II.

Corporate Governance

Transparency is the cornerstone of Exide's philosophy and your Company adheres to all requirements of corporate governance in letter and spirit. All the Committees of the Board of Directors meet at regular intervals as required in terms of SEBI Listing Regulations. Your Board of Directors has taken the necessary steps to ensure compliance with statutory requirements. The Directors and Key Management Personnel and Senior Management Personnel of the Company have complied with the approved ‘Code of Conduct for Board of Directors and Senior Management Personnel' of the Company. The declaration to this effect, according to Schedule V of the SEBI Listing Regulations, signed by the Managing Director and CEO of the Company, forms part of the Annual Report.

The Report on Corporate Governance as required under Regulation 34(3), read along with Schedule V of the SEBI Listing Regulations, is given in Annexure-III. The Auditors' Certificate on compliance with Corporate Governance norms is also attached to this Report. Furthermore, as required under Regulation 17(8) of SEBI Listing Regulations, a certificate from the Managing Director & CEO and Director-Finance & CFO is being annexed with this Report.

Business Excellence

Your Company remained focused on capability development in key areas such as Lean Six Sigma, Total Productive Maintenance (TPM), Employee, Health & Safety (EHS), Sustainability, International Standards and various other emerging domains of TQM and business excellence. During the year, there was a significant increase in Business Excellence projects and initiatives, which resulted in a performance-improvement drive in the organisation. Over the last year, there has been double-digit growth in project magnitude as well as an impact both on operational KPI as well as cost savings.

TPM remains the core manufacturing excellence approach for the factory and effectiveness improvement projects on all facets of manufacturing transformation were executed to improve metrics in key areas such as battery scrap, breakdown, yield, manpower productivity, OEE, inventory consumables and material cost reduction. During the year under review, your Company undertook a significantly higher number of projects on TPM SGA and Lean Six Sigma.

The organisation is committed to establishing a strong foundation for a sustainable performance culture with the total involvement of its people. The Quality Circle initiative's penetration has doubled during the year from the previous year. Besides manufacturing metrics improvement, these initiatives help the Company to build a strong foundation for leadership, team building, communication and healthy IR relations.

The Kaizen initiative across the organisation has matured both in terms of approach as well as participation level of people. Your Company has assigned a strong monthly tracking mechanism for every individual.

Occupational Health, Safety & Environment

Exide remains committed to the safety of all its stakeholders, assets and protection of the environment, through a variety of initiatives in areas of sustainability. Towards this, your Company follows industry-accredited best practices in health, safety and environment-related aspects to constantly set higher benchmarks, and strives to exceed the same.

All of our manufacturing plants, regional offices, corporate office and R&D facility are certified for ISO 45001, an international standard for occupational health and safety, as well as ISO 14001, an international standard for environmental management, by reputable international certification bodies.

Exide has taken various measures to counter the inherent risk to the safety and health of employees across all functions and locations of the Company arising out of the COVID19 pandemic. Your Company also prioritised a vaccination drive across factories and offices, which has so far covered 95% of its entire workforce across all age groups.

Exide is committed to utilising natural and man-made resources optimally and responsibly and ensuring the sustainability of resources by reducing, reusing, recycling and managing waste. We regularly monitor and prevent pollution through waste minimisation at the source; recovery/treatment of emissions and energy conservation. Stakeholders of your Company are trained and made aware of EHS practices being followed in the Company through regular sessions. Safety Committees are established in all regions to emphasise safety and health practices so that the safety culture is made a part of our day-to-day work life.

Corporate Social Responsibility

Exide is committed to its social responsibility and envisions sustainable and inclusive growth by creating values for society at large. We believe that the community around our operational areas is a key stakeholder of our business and its well-being is intrinsically linked to the growth of the Company. Your Company's CSR initiatives are aligned to national and global development goals and are relatable to five major pillars of socio-economic development of communities, viz.:

Promoting education through Exide Akshar Enhancing health outcomes through Exide Aarogya Enhancing employability through Exide Kaushal Empowering communities through Exide Saksham Protecting the environment through Exide Paryavaran

Exide has a board-approved Corporate Social Responsibility policy in compliance with section 135 of the Companies Act and rules made thereunder. It inter-alia, provides guiding principles for implementation and monitoring of CSR projects, roles and responsibilities of CSR Committee, guidance for the formulation of an annual action plan, defining obligations of implementing partners, methodology for impact assessment and disclosures. In pursuance of the amendment to Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company suitably amended its CSR policy on January 22, 2021. The revised policy is available on the company's website https://www.exideindustries.com/ sustainability/

The disclosures, as mandated under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, are placed in Annexure IV.

In continuation with its practice, the Company spent Rs 2,109.39 lakh against various social initiatives as against the obligation of Rs 2,106.16 lakh, positively impacting the lives of more than 2.15 lakh people. Nearly 80% of our beneficiaries come from socially and economically disadvantaged sections of society.

During the year, the Company executed several CSR interventions designed with the active participation of local communities to meet the immediate needs of the society. As the year witnessed a second wave of the COVID-19 pandemic, your Company continued to support the health care system with a significant financial contribution towards Exide Arogya. Under the ‘Abhaar Campaign', nutritional and immunity booster kits were distributed to the frontline workers in the critical healthcare sector. The initiative impacted nearly 30,000 people. We continued our support of the healthcare system through contributions for augmenting healthcare facilities.

As schools got ready to welcome the students back to physical classrooms, a significant challenge that faced us all was to address the issue of learning losses and to gradually guide the students back to classroom learning. With the help of our implementing partner, we facilitated enhanced learning by installing 37 smart classrooms across the country. Smart classrooms make learning more interesting and interactive, thereby facilitating smooth acclimatisation of the students to the classrooms. Nearly 17,000 students are estimated to benefit from this initiative.

More than 17,000 people were impacted by our initiative Exide Kaushal for empowerment. The initiative includes providing livelihood training to women and employability enhancement for youths.

Despite the challenges, the employees of your Company continued the tradition of volunteering their time towards various social initiatives as part of Project Jyotirmoy. This voluntary initiative helped us to increase the impact and bring smiles on the faces of the beneficiaries.

Internal Controls

A strong internal control framework is an essential prerequisite for a growing business. The Company has an independent Internal Audit function with a well-established risk management framework. The scope and authority of the Internal Audit function are derived from the Internal Audit Charter approved by the Audit Committee.

The Company has engaged a reputable external firm to support the Internal Audit function for carrying out the Internal Audit reviews. Reviews are conducted continually, based on a comprehensive risk-based audit plan approved by the Audit Committee. The Audit Committee meets periodically to review and discuss the observations arising from the Internal Audit reports.

In line with the requirements of Section 134(5)(e) of the Companies Act 2013, Exide has implemented a robust system and framework for internal financial controls. It has developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes control, IT general controls, and standard operating procedures (SOPs).

The entity-level policies include anti-fraud policies, such as a Code of Conduct and Whistle-Blower policy. Your Company has framed other policies, such as an Insider Trading policy, HR policy, and IT security policy to strengthen the internal control systems. A risk control matrix has been framed for key processes functions, such as procure-to-pay, order-to-cash, hire-to-retire, treasury, fixed assets, inventory, and manufacturing operations. These internal controls are reviewed by the senior management as well as internal auditors each year.

The Audit Committee has evaluated the design and effectiveness of these controls and has noted no significant material weaknesses or deficiencies that can impact financial reports. On the strength of these controls and systems, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that your Company's internal control systems are commensurate with its size and scale of operations, and that they are designed to provide reasonable assurance that the Company's financial statements are reliable and prepared according to the law. It has a well-defined system of internal audits to independently review and strengthen these internal controls continually.

Vigil Mechanism/Whistle-Blower Policy

Exide has a Whistle-Blower Policy that offers a formal mechanism to its directors, employees and other stakeholders to report genuine concerns about unethical behaviour, actual or suspected, fraud or violation of the Company's Code of conduct in accordance with the provisions of the Act, read with the Companies (Meeting of Board and its Powers) Rules, 2014, and SEBI Listing Regulations. It contains a reporting mechanism, how all reported concerns are dealt with, the confidentiality of the investigations and processes, protection of the whistle-blower against any retaliation, guidelines for retention of records during the investigation/ reporting of the case, etc. The policy provides for adequate safeguards against victimisation of persons who use such a mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Company has a dedicated email address for reporting such concerns at ethics@exide.co.in. Your Company investigates any incident that is reported and takes suitable action in line with the Whistle-Blower Policy. It is affirmed that no personnel of the

Company was denied access to the Audit Committee. The Audit Committee of the Board oversees the vigil mechanism.

The policy is available on the website: https://www. exideindustries.com/investors/governance-policies.aspx

Subsidiaries, Joint Ventures and Associates

A statement containing the salient features of financials of subsidiaries and associates of the Company, in the prescribed Form AOC–1, is part of the Consolidated Financial Statement. This Form highlights the financial performance of each subsidiary and associate company along with their contribution to the overall performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. The report is not repeated here for the sake of brevity.

In line with Section 136 of the Act, the financial statements of the subsidiary and associate companies will be available for inspection up to the date of AGM. Members can inspect these by sending an email to cosec@exide.co.in.

Any member who wants a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the CFS and all other documents required to be attached to this report have been uploaded on the website of the Company at www. exideindustries.com.

Your Company had eight subsidiaries and two associate companies as on March 31, 2022. During the year under review, your Company floated one wholly-owned subsidiary company viz. Exide Energy Solutions Limited (EESL), to set up a new Li-ion cell manufacturing facility in India.

It also divested the entire equity shareholding in Exide Life Insurance Company Limited (ELI), erstwhile a material wholly-owned subsidiary of the Company, by way of sale to HDFC Life Insurance Company Limited, for an aggregate consideration of Rs 6,687 crore (Indian Rupees Six Thousand Six Hundred Eighty-Seven crore). Hence, Exide Life Insurance Company Limited ceased to be a subsidiary of your Company w.e.f January 01, 2022.

Greenyana Solar Private Limited (Greenyana), one of the associate companies, was formed to procure energy from captive solar power plants to be set up in the state of Haryana. Since necessary permissions were not received from the statutory authorities, your Company sold its entire equity shareholding in Greenyana in favour of the holding company of Greenyana for a consideration of Rs 5.25 Crore. Hence, it ceased to be an associate company w.e.f. December 30, 2021.

Chloride Metals Limited (CML) is a secondary smelting and refining company that is a 100% material subsidiary company of Exide. It plays a strategic role in backward integration and meets the lead and lead alloy requirements of your Company.

Besides the two existing units located in Karnataka and Pune, CML added a new secondary smelting and refining unit in Haldia, West Bengal. The recycling plant is spread over more than 21 acres and is equipped with modern technology from the global engineering firm, Engitec Technologies S.P.A, Italy. The total installed capacity of the plant is 108,000 tonnes a year.

Exide Leclanche Energy Private Limited (known by its Nexcharge brand), is a subsidiary of Exide, which had its beginning in 2018 as a joint venture between Exide Industries Limited and Leclanch? SA of Switzerland, one of the world's leading Li-ion battery manufacturers. The objective was to make lithium-ion batteries and provide energy storage systems for India's electric vehicle market and grid-based applications.

Today, Nexcharge is one of the leading companies in India in the production of lithium-ion battery packs, modules and racks, along with BMS and other control software. Its factory in Gujarat is the largest such manufacturing unit in India and is equipped with six fully-automated production lines (Cylindrical, Prismatic and Pouch-to-module and Module-to-pack lines that include HV +LV) as well as a finished goods capacity testing line in fire-safe chambers. Its growth strategy during the last year was to develop customised energy solutions with high quality and safety standards for the transport and industrial segment.

Nexcharge also designs batteries with superior thermal management along with multiple in-built protection features that control and protect the battery not only from diverse climatic conditions but also from abuse. Nexcharge also has a strong focus on safety and has developed technology that exceeds current standards. It also believes in the Indian vision of Atmanirbhar Bharat and therefore localises more and more battery components. At present, nearly 95% of the components, excluding the cells, are sourced in India.

During the year 2021-22, your Company invested around Rs 85 crore in Nexcharge to meet its funding requirements, thereby increasing its stake to 84.90%.

Amalgamation of Chloride Power Systems & Solutions Ltd with Exide

The Board of your Company has approved the scheme of amalgamation involving the merger of its wholly-owned subsidiary, Chloride Power Systems & Solutions Limited ("CPSSL") with Exide (collectively, the "Amalgamating Companies") The Scheme is subject to the receipt of approval from the requisite majority of shareholders and creditors of the Amalgamating Parties (unless dispensed with), approval by the Kolkata Bench of the National Company Law Tribunal (NCLT) having jurisdiction over the Amalgamating Companies, and such other approvals, permissions, and sanctions by regulatory and other statutory / quasi-judicial authorities, as may be necessary.

Annual Return

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Company's website at the link: https://www. exideindustries.com/investors/annual-reports.aspx

Directors and Key Managerial Personnel

During FY 2021-22, Members of the Company approved the appointment of Mr. Subir Chakraborty as a Managing Director and CEO of the Company for three years with effect from May 01, 2021. The Members also approved the appointment of Mr. Avik Kumar Roy as a Whole-time director (designated as Director-Industrial), for five years with effect from May 01, 2021. Mr. Gautam Chatterjee ceased to be Managing Director & CEO upon retirement w.e.f. May 01, 2021.

Mr. Arun Mittal (having DIN 00412767) retires by rotation under the provisions of the Companies Act, 2013, and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Surin Shailesh Kapadia was appointed as an independent director for the first term of five years effective October 25, 2017. His office of directorship is due for retirement on October 24, 2022. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of his first term of five years and considering the knowledge, acumen, expertise, experience and the substantial contribution he brings to the Board, the Committee has recommended the appointment of Mr. Surin Shailesh Kapadia to the Board for a second term of five years. The Board, approved the reappointment of Mr. Kapadia as an independent director of the Company with effect from October 25, 2022 to October 24, 2027, whose office shall not be liable to retire by rotation.

Necessary information under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard 1 (SS-1) issued by ICSI, in respect of directors to be appointed and re-appointed at the ensuing Annual General Meeting is given in the Annexure to the Notice convening the Annual General Meeting.

None of the Directors of your Company are disqualified from being appointed as directors, as specified in Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the following directors/executives served as Key Managerial Personnel of the Company:

Mr. Subir Chakraborty, Managing Director & CEO

Mr. Gautam Chatterjee, Managing Director & CEO (till April 30, 2021) Mr. A K Mukherjee, Whole-Time Director (Director-Finance & CFO) Mr. Arun Mittal, Whole-Time Director (Director-Automotive) Mr. Avik Roy, Whole-Time Director (Director-Industrial) Mr. Jitendra Kumar, Company Secretary and President- Legal & Corporate Affairs

Declaration of Independence

In line with Section 149(7) of the Act, each independent director has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Act, and complies with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. Furthermore, they have affirmed compliance with the code of conduct for independent directors as prescribed in Schedule IV of the Act.

Board Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the performance evaluation of the Board as a whole, and the Chairman and the Non-Independent Directors was carried out by the Independent Directors. This exercise was carried out following the Nomination and Remuneration Policy framed by the Company within the framework of applicable laws.

The Board carried out an annual evaluation of its performance, and also evaluated the working of its committees and individual directors, including the Chairman of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The questionnaire and the evaluation process were reviewed in line with the SEBI guidance note on Board evaluation dated January 5, 2017, and suitably aligned with the requirements.

While evaluating the performance and effectiveness of the Board, various aspects of the Board's functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to the Company's long-term strategic issues, the quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on their effectiveness in carrying out respective mandates, composition, the effectiveness of the committees, the structure of the committees and meetings, independence of the committee from the Board, and contribution to decisions of the Board. A separate exercise was carried out to evaluate the performance of Independent Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgement, safeguarding the interests of the Company, and focus on the creation of shareholder's value, ability to guide the Company in key matters, attendance at meetings, etc.

Considering the success of the Company in most spheres and the value delivered to all its stakeholders, it was evident that the Directors had been diligent, sincere and consistent in the performance of their duties. The Directors expressed their satisfaction with the evaluation process.

Nomination & Remuneration Policy

Following the provisions of Section 178(3) of the Act and the SEBI Listing Regulations, Exide has a Nomination and Remuneration policy in place. The objectives and key features of this Policy are:

(a) Formulation of the criteria for determining qualifications, positive attributes of directors, Key Managerial Personnel (KMP), senior management personnel and also independence of independent directors

(b) Aligning the remuneration of directors, KMPs and senior management personnel with the Company's financial position, remuneration paid by its industry peers, etc

(c) Performance evaluation of the board, its committees and directors including independent directors

(d) Ensuring board diversity

(e) Identifying persons who are qualified to become directors and who may be appointed to senior management, in line with the criteria laid down

(f) Directors' induction and continued training

The Nomination and Remuneration Policy is available on the Company's website under the link: https://www. exideindustries.com/investors/governance-policies.aspx

Meetings

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other items of business. The Board exhibits strong operational oversight with regular presentations by business heads to the Board. The Board and committee meetings are pre-scheduled and a tentative annual calendar of Board and committee meetings is circulated to the directors well in advance to help them plan their schedule and to ensure meaningful participation at the meetings.

During the year under review, seven (7) board meetings and seven (7) audit committee meetings were convened and held, the details of which are given in the Corporate Governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the constitution of the Board and its Committees are given in the Corporate Governance report.

Compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel

All directors and senior management personnel have affirmed compliance with the Code of Conduct for the Board of Directors and Senior Management Personnel. A declaration to that effect is attached with the Corporate Governance report.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Approach to Risk Management

Over the years, the Enterprise Risk Management process has evolved into a mature process entailing a balanced bottom-up and top-down approach.

The Risk Management Policy of the Company lays down the Enterprise Risk Management framework. The existing Risk Management framework in your Company provides a mechanism for proactive identification, evaluation, prioritisation, reporting, and mitigation of risks.

The Risk Management policy was reviewed during the current year and amendments were made to align with the SEBI Listing Regulations requirements. The existing Risk Management Policy incorporates traditional as well as emerging risks such as Cyber security, Business Continuity processes, Disaster Management and ESG.

The Risk Management Policy of the Company is available on the Company's website at the link: http://www.exideindustries. com/investors/governance-policies.aspx

Mechanisms for the identification and prioritisation of risks include scanning the business environment and continuous monitoring of internal risk factors. The risk oversight function consists of the Board of Directors, the Risk Management Committee (RMC), the Executive Committee (EXCOM), process owners, and respective Heads of functions. The RMC, amongst others, reviews the key risks, the progress of Risk Mitigation plans, and deliberates on the challenges faced.

Concerns and Risks

The unprecedented COVID19 pandemic followed by the recent geopolitical tensions emerging from the Russia- Ukraine conflict, and inflationary pressure, stress-tested our Risk Management framework.

Based on continuous engagement with the business process owner, and continuous scanning of the external and internal business environment, relevant risk registers have been suitably recalibrated to monitor and mitigate the risks caused by the above disruptions.

Some of the key potential risk areas identified by your management and their mitigation strategies adopted and reviewed by the Risk Management Committee during the year under review include, risk arising from Health & Safety, Trade and OE business, increases in commodity cost due to inflationary pressure, supply chain disruption, high logistic and fuel costs, technology absorption & disruption in Industry, environmental and sustainability, cyber and liquidity risk.

To pursue value-driven growth opportunities and mitigate disruption-related risk, your Company has planned a significant investment plan for setting up a multi-gigawatt lithium-ion cell manufacturing plant through its wholly-owned subsidiary company, Exide Energy Solutions Limited.

Your Company has already entered into a long-term technical collaboration with SVolt Energy Technology Co. Ltd (SVOLT), a global technology company, engaged in the production and development of lithium-ion batteries and battery systems for electric vehicles as well as for energy storage.

The resurgence of COVID and the current geo-political scenario on account of the Russia-Ukraine conflict may pose unforeseen risks. Your company continues to work on a resilient and adaptive Risk Management strategy as various events continue to unfold, and new information emerges.

Listing

The equity shares continue to be listed on the BSE Limited (BSE), the National Stock Exchange of India Limited (NSE) and The Calcutta Stock Exchange Limited (CSE). The Company has paid the annual listing fee for the financial year 2021-22 to BSE, NSE and CSE.

Particulars of Contracts or Arrangements with Related Parties

All related-party transactions which were entered during the financial year were in the ordinary course of business and on an arm's-length basis. There were no materially significant related-party transactions entered into by the Company with promoters, directors, key managerial personnel or other persons that may have had a potential conflict with the interests of the Company.

All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is also obtained from the Audit Committee for related-party transactions that are repetitive and can be foreseen, and accordingly, the required disclosures are made to the Audit Committee every quarter in terms of the omnibus approval of the Committee.

During the year under review, the policies on materiality of related-party transactions and on dealing with related-party transactions were amended to bring into effect the changes, in line with SEBI (Listing Obligations & Disclosure Requirements) (Sixth Amendment) Regulations 2021 by the Board of Directors on the recommendation of the Audit Committee. The revised policy is uploaded on the website under the link: http://www.exideindustries.com/investors/ governance-policies.aspx.

The disclosure of material related-party transactions is required to be made under Section 134(3)(h) read with Section 188(2) of the Act and Rule 8 (2) of the Companies

(Accounts) Rules, 2014 in Form AOC 2. As a result, related-party transactions that individually or taken together with previous transactions during a fiscal year, exceed 10% of the consolidated annual turnover as per the last audited financial statements, and were entered into during the year by the Company are included as Annexure-V to this Report. These transactions are with a wholly-owned subsidiary in the ordinary course of business and on an arm's length basis which need not require shareholder's approval under the fifth proviso of Section 188(1) of the Act.

Your Directors draw your attention to notes to the financial statements that set out related-party disclosures.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future

There are no significant material orders passed by the regulators/courts/tribunals which would impact the going-concern status of the Company and its future operations. However, the member's attention is drawn to the statement on contingent liabilities and commitments in the notes forming part of the financial statements.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in Annexure-VI.

Human Resources

The Company's Human Resource philosophy continues to be guided by the four pillars of Employee Efficiency, Development, Welfare and Cultural Building. To build a transformational work culture, the Company launched the "Exide Leadership Behaviour (ELB) Framework" focusing on eight leadership behaviours. These behaviours are being cascaded to the last mile through the Senior Leadership Team and internal promotions. Key HR processes will be aligned to ELB.

The Company has invested and will continue to invest in technology and digitalisation to create a future-ready workforce. HR Chatbot was launched to provide a quick guide to all employees on policies and benefits. "Project Lakshya" is institutionalised to build manufacturing excellence through initiatives such as Industry 4.0, Lean management, safety-first culture and sustainable growth.

To further drive transformation and development, Cross-Functional Teams (CFTs) have been introduced in all key projects with the specific purpose of enhancing problem-solving and collaboration. Business Activation Teams have been formed to guide the front-line employees in sales and service management. Sales and manufacturing academies provide regular training to ensure continuous up-gradation of knowledge and skills.

Exide continues to drive performance through a continuous evaluation process and a competitive performance-based bonus for its employees. The "You Did It" and "Win it Now" platform to recognise and reward top performers publicly continues to motivate our employees. Periodic Pulse Surveys are conducted in Automotive SBU & Manufacturing to resolve issues of employee satisfaction, job role, communication, and work environment. A Turn Around Time (TAT) of 48 hours is maintained for all employee grievances.

Your Company has the talent management process in place to develop a robust talent pipeline for the organisation. People's committees at various functional levels are formed to review employee performance. These interventions support employee development and career planning in a structured manner. Succession plans are discussed with the Apex People committee which constitutes the senior leadership. For High Potential managers, the Company has kicked off a robust 18-month Leadership Development Programme called "Lead@Exide". Internal Coaches have also been assigned to High Potential Managers. For new leaders, the Company initiated the ‘Assimilation Programme' and assigned senior leaders as guides to help them settle down in the organisation.

The Industrial Relations scenario continued to be positive across all our manufacturing locations. During the year under review, wage settlements were successfully carried out. Sustained efforts were made towards building a transformational work culture by adopting industry best practices of flexible manufacturing, productivity enhancements, total quality management (TQM), workmen engagement, plant trainee schemes, quality circles, etc.

The human resource function continuously drives employee motivation and performance in alignment with the business needs. Your Company recognises its employees as its greatest asset and constantly strives to create an ecosystem of continuous learning to help our workforce be future-ready.

The Company had a total of 5,163 employees as of March 31, 2022.

Particulars of Employees

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and financial statements are being sent to Members and others entitled thereto, excluding the information on employees' particulars which will be available for inspection up to the date of the AGM. Members can view it by sending an email to cosec@exide. co.in. Further, we confirm that there was no employee employed throughout the financial year or part thereof, who received remuneration in the financial year which, in the aggregate, was more than that drawn by the Managing Director and Whole-time Directors and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The Managing Director and CEO and whole-time directors of the Company have not received any remuneration or commission from any of the subsidiary companies.

Particulars of employees under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-VII.

Prevention of Sexual Harassment at the Workplace

Exide has zero-tolerance for sexual harassment at the workplaceandhasadoptedapolicyonprevention,prohibition, and redressal of sexual harassment at the workplace in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, (‘the Act') and Rules thereunder. It is committed to providing equal opportunities without regard to race, caste, sex, religion, colour, nationality, disability, etc.

The Company has complied with provisions relating to the constitution of an Internal Complaints Committee. The Apex Internal Committee meets regularly for updates and to build awareness of the policy and provisions of the Act. Virtual Workshops were organised for the Internal Apex and Regional Committee members to help them understand their role as committee members and comprehend the provisions of the Act in detail.

During the financial year 2021-22, no complaints were reported, and no cases were pending as of the end of the financial year 2021-22.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

a. That, in the preparation of the Annual Financial

Statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in line with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors have prepared the annual accounts on a going-concern basis;

e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Forward-looking Statements

This report contains forward-looking statements that involve risks and uncertainties.

When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "will", and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements may differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as on their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

Acknowledgement

Your Directors would like to record their appreciation for the enormous personal efforts as well as the collective contribution of all the employees to the Company's performance. The directors would also like to thank the Company's customers, employee unions, shareholders, dealers, suppliers, bankers, government agencies, and all stakeholders for their cooperation and support to the Company and the confidence reposed in the management.